United States securities and exchange commission logo





                             May 30, 2023

       Sumit Mehta
       Chief Executive Officer
       Iris Parent Holding Corp.
       6 Centerpointe Drive #625
       La Palma, California 90623

                                                        Re: Iris Parent Holding
Corp.
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted May 2,
2023
                                                            CIK No. 0001971387

       Dear Sumit Mehta:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-4 submitted May 2, 2023

       Cover Page

   1.                                                   Please revise your
cover page to disclose the valuation assigned to Liminatus for purposes
                                                        of the Business
Combination.
   2.                                                   We note your disclosure
that "[a]fter the completion of the Business Combination,
                                                        Liminatus Members will
beneficially own approximately 67.6% of the combined voting
                                                        power of the ParentCo
common stock, assuming no redemptions (or 69.4% assuming
                                                        maximum redemptions)."
Please reconcile this disclosure to the disclosure in your table
                                                        on page xi.
   3.                                                   We note your disclosure
that ParentCo will be a "controlled company" after the
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         completion of the Business Combination. Identify the controller
shareholders and those
         shareholders' total voting power, and, if true, disclose that the
controlling shareholders
         may have the ability to control the outcome of matters submitted to
shareholders of
         ParentCo for approval. Although we note your disclosure that you may
elect to take
         advantage of of certain "controlled company" exemptions, please
disclose if you intend to
         rely on any such exemptions.
How will the initial stockholders and Iris's directors and officers vote?, page
xv

4.       We note certain shareholders agreed to waive their redemption rights.
Please describe any
         consideration provided in exchange for this agreement.
May the initial stockholders, Iris's directors, officers, advisors or their
respective affiliates
purchase shares...?, page xv

5.       We note your disclosure that the initial stockholders, directors,
officers, advisors or their
         respective affiliates may purchase shares of Iris common stock on the
open market, and
         may purchase shares in privately negotiated transactions from
stockholders who vote, or
         indicate an intention to vote, against the Business Combination
Proposal, or who have
         elected or redeem, or indicate an intention to redeem, their shares in
connection with the
         Business Combination, although they are under no obligation to do so.
In an appropriate
         place, please explain how such transactions would comply with the
requirements of Rule
         14e-5 under the Exchange Act and the guidance provided by Tender Offer
Rules and
         Schedules Compliance and Disclosure Interpretation Question 166.01.
What are the U.S. federal income tax consequences to me as a result of the
Business
Combination?, page xvii

6.       We note your disclosure that "[i]f none of the public stockholders
elect to redeem, then the
         public stockholders will receive over 20% of the ParentCo Common Stock
received in the
         Mergers and their plans may be relevant for purposes of determining
whether the Mergers
         satisfy the control requirement   ." Please reconcile this disclosure,
and the similar
         disclosure on page 132, with the disclosure in your table on page xi
which shows that if no
         additional redemptions are made the Iris public stockholders would own
4% of ParentCo
         after the closing. If your revised disclosure would impact the tax
conclusions, please
         further revise your disclosure as appropriate.
Summary of the Proxy Statement/Prospectus, page 1

7.       Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding the warrants
become eligible for
         redemption.
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FirstName   LastNameSumit
Iris Parent Holding Corp. Mehta
Comapany
May         NameIris Parent Holding Corp.
      30, 2023
May 30,
Page  3 2023 Page 3
FirstName LastName
Listing of New ParentCo Common Stock, page 3

8.       We note your disclosure that the shares of ParentCo Common Stock and
the ParentCo
         Public Warrants are expected to be listed on the Nasdaq Stock Market.
Please revise to
         disclose if the terms of the Business Combination Agreement permit
that the Nasdaq
         listing closing condition could waived without recirculation or
resolicitation. If so, please
         revise your risk factors to reflect the risks associated with any such
waiver and revise your
         cover page to indicate that shareholders and warrant holders may not
have certainty at the
         time of the vote that ParentCo   s securities will be listed on Nasdaq
following the Business
         Combination.
Non-Binding Letter of Intent for Acquisition of Autoimmune Disease Biologic,
page 7

9.       We note your disclosure that this acquisition is expected to close in
conjunction with the
         closing of the Business Combination. Please update your disclosure on
the progress of
         this acquisition. If this acquisition will close in conjunction with
the Business
         Combination, please disclose the valuation assigned to the acquisition
of these assets, the
         number of your securities that will be issued and the aggregate of
cash milestone
         payments and the material terms of the royalty payments that may be
made to the seller,
         including a range of the royalty payments within ten percentage
points, how those
         payments will be calculated and any termination provisions with
respect to the royalty
         payments.
10.      Revise this section to remove any safety or efficacy statements as to
the assets being
         acquired as safety and efficacy determinations are solely within the
authority of the FDA
         and comparable regulatory bodies.
Interests of Certain Persons in the Business Combination, page 16

11.      Please highlight the risk that the sponsor will benefit from the
completion of the Business
         Combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate.
12.      Although we note the disclosure in the last bullet point of this
section, please revise to
         clarify if the sponsor and its affiliates can earn a positive rate of
return on their
         investment, even if other SPAC shareholders experience a negative
return in the post-
         Business Combination company.
The future exercise of registration rights may adversely affect the market
price of the ParentCo
Common Stock after the Business Combination, page 80

13.      Please expand this risk factor to address the common stock underlying
the Convertible
         Notes.
Unaudited Pro Forma Combined Financial Information, page 83

14.      On pages 84 and 88 you explain that the business combination will be
treated as the
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FirstName   LastNameSumit
Iris Parent Holding Corp. Mehta
Comapany
May         NameIris Parent Holding Corp.
      30, 2023
May 30,
Page  4 2023 Page 4
FirstName LastName
         equivalent of Liminatus issuing stock for the net assets of Iris,
accompanied by a
         recapitalization. However, on pages 10 and 111 you state that it will
be treated as the
         equivalent of ParentCo issuing stock for the net assets of Iris,
accompanied by a
         recapitalization. Please revise to clarify this apparent discrepancy.
Background of the Business Combination, page 100

15.      We note your disclosure on page 103 that Liminatus was brought to Iris
by Cantor
         Fitzgerald as a potential business combination target. Please revise
your disclosure as
         follows:
             revise to highlight all of the material interests in the
transaction held by Cantor,
              including the private placement warrants issued to Cantor and the
deferred
              underwriting fees. Disclose the approximate dollar value of those
interests based on
              the transaction value and recent trading prices as compared to
the consideration given
              for those interests. Please also disclose what those interests
would be worth to Cantor
              if a business combination was not consummated;
             disclose whether Cantor presented any other potential targets and,
if so, how those
              targets were evaluated;
             disclose whether Cantor has engaged in any business activities
with Liminatus or
              holds any interests in Liminatus;
             clarify how the Iris board considered these conflicts in
negotiating and
              recommending the business combination;
             disclose the acquisition criteria set forth in your 8-K filed on
July 27, 2022 and
              clarify how Liminatus met those criteria; and
             clarify if the board considered other companies in the biopharma
sector.
16.      Please revise your disclosure to provide stockholders with an
understanding of how,
         when, and why the material terms of the business combination agreement
and merger
         consideration evolved. Please ensure that your revised disclosure
specifically includes a
         discussion of how the enterprise value of approximately $250 million
for Liminatus was
         negotiated and determined and discuss the factors or conditions that
supported and led to
         the final valuation.
Regulatory Matters, page 111

17.      Please disclose the current status of your filings under the HSR Act.
Reasons for the Advisory Charter Amendments, page 122

18.      Please indicate the reasons for Advisory Charter Proposal F. Please
ensure that your
         revised disclosure indicates that your exclusive forum provision may
result in increased
         costs for stockholders to bring a claim.
Iris's Management's Discussion And Analysis, page 166

19.      Please disclose the relationship between Iris Parent Holding Corp. and
Iris Acquisition
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FirstName   LastNameSumit
Iris Parent Holding Corp. Mehta
Comapany
May         NameIris Parent Holding Corp.
      30, 2023
May 30,
Page  5 2023 Page 5
FirstName LastName
         Corp. indicating whether they are affiliated and, if so, how, or
direct us to existing
         disclosures.
Business of Liminatus, page 170

20.      Please indicate the basis for your disclosure that the market
opportunity size is "$70
         billion in 2022 and expected to reach $120 billion in 2026 at a
compound annual growth
         rate (CAGR) of 14.3%." Please clarify if the market opportunity size
you describe relates
         to cancer vaccine therapies in general and indicate the market
opportunity for the
         indications and patient populations that you are currently pursuing.
21.      Please revise your registration statement here and throughout to
remove statements that
         GCC CAR-T therapy is a "first in class" approach as such statements
are speculative
         given your current stage of development.
22.      We note your disclosure that the GCC CAR-T candidate is to be
progressed in a Phase 1
         study. If known, please indicate when Liminatus expects to submit an
IND application or
         the status of any such application made to date.
23.      Throughout your filing you make statements and predictions regarding
the safety and
         efficacy of your product candidates. Safety and efficacy are
conclusions that are within
         the sole authority of the FDA and are assessed throughout the entire
development process.
          Given that none of your candidates have received FDA approval to
date, it is not
         appropriate to state, imply, or predict that your product candidates
are safe or effective.
          Please revise to remove all statements related to the safety and
efficacy of your product
         candidates. For example, we note the following statements:
             "GCC CAR-T cells exhibit extraordinary efficacy in eliminating
established
              metastatic disease without producing autoimmunity;"
             "Vaccinating early-stage CRC patients with the GCC Vaccine may
safely prevent
              disease recurrence through elimination of micrometastases;"
             "CAR-T cells targeting GCC have an good safety profile;"
             "[t]he GCC Vaccine has demonstrated a good safety profile;"
             "GCC CAR-T     has shown an exemplary safety profile;" and
             "The     efficacy, and safety of Ad5.F35-mGCC-S1 has been
demonstrated;" etc.
Pipeline Table, page 172

24.      Please revise your pipeline table to make the columns for each phase
more visible and the
         same size. Additionally, please revise your table to add a column for
Phase III.
License Agreements, page 189

25.      We note your disclosure of several license agreements on page 189.
Please revise your
         disclosure to include more information on the material terms of these
agreements, for
         example, termination clauses. For the CAR-T License and the Vaccine
License, where
         you disclose that you will pay low double digit royalty rates, please
narrow your
         disclosure to a range within 10 percentage points.
 Sumit Mehta
Iris Parent Holding Corp.
May 30, 2023
Page 6
Liminatus's Management Discussion and Analysis
Research and Development Expenses, page 198

26.      We note the discussion on page 197 that research and development
activities are central to
         your business model and you plan in to increase the expenses
substantially for the
         foreseeable future. Given the importance of research and development
to your business,
         please revise the filing to disclose total costs by product candidate
as well as by the nature
         of expense for each period presented. To the extent that you do not
track expenses by
         product candidate, please disclose as such.
Capital Requirements, page 199

27.      We note your disclosure that the $10.0 million in bonds to Feelux Co.
is expected to be
         repaid upon the Business Combination. Please tell us how this
disclosure reconciles to the
         pro forma combined balance sheet on page 86. We also note Section
4.1(b)(x) of the
         Business Combination Agreement. Please also revise your disclosure in
this section to
         indicate how this debt is expected to be satisfied.
Executive Officers, page 205

28.      Please indicate whether Javier Cote-Sierra, PhD will continue to serve
as Co-Founder and
         CSO of Allianthera Biopharma after the consummation of your business
combination. If
         so, please disclose potential conflicts of interest and include risk
factor disclosure as
         appropriate.
Management of ParentCo Following the Business Combination, page 205

29.      Briefly describe the business experience during the past five years of
each director,
         executive officer, person nominated or chosen to become a director or
executive officer,
         and each person named in answer to paragraph (c) of Item 401 of
Regulation S-K,
         including each person's principal occupations and employment during
the past five years.
         Refer to Item 401(b) of Regulation S-K. Given that much of the
information is to be
         provided in an amendment to this section, please ensure that you have
indicated how long
         each of the foregoing persons have been with Liminatus. We also note
your disclosure on
         page 27, that as of December 31, 2022, Liminatus had one full-time
employee, its CEO,
         Chris Kim. If the executive officers and significant employees have
recently joined
         Liminatus, please include appropriate risk factor disclosure.
30.    Please file any employment agreements with the executive officers as
exhibits. Refer to
       Item 601(b)(10) of Regulation S-K.
FirstName LastNameSumit Mehta
31.    If any person who has not signed the registration statement is named
therein as about to
Comapany    NameIris
       become         Parent
                a director    Holding Corp.
                           of ParentCo, please file the written consent of such
person as an
May 30,exhibit. Refer
         2023 Page   6 to Securities Act Rule 438.
FirstName LastName
 Sumit Mehta
FirstName   LastNameSumit
Iris Parent Holding Corp. Mehta
Comapany
May         NameIris Parent Holding Corp.
      30, 2023
May 30,
Page  7 2023 Page 7
FirstName LastName
Beneficial Ownership of Securities, page 215

32.      Please identify in footnotes to the table all natural persons who have
voting and/or
         investment power over the shares held by each entity listed in the
table.
Audited Financial Statements of Liminatus Pharma, LLC
Notes to Financial Statements
Note 8. Subsequent Events, page F-37

33.      We note your disclosure on page 7 that on March 8, 2023, Liminatus
entered into a non-
         binding letter of intent to acquire certain autoimmune disease
biologic assets from a
         clinical stage biotherapeutics company, and that the acquisition is
expected to close in
         conjunction with the closing of the Business Combination. Please
disclose this transaction
         as a subsequent event in accordance with ASC 855-10-50-2, and 50-3 as
applicable, and
         disclose your accounting policy applicable to it and to similar
transactions. Please revise
         your Management's Discussion and Analysis to discuss the expected
effect of this
         acquisition on your future results of operations. Tell us how this
transaction will affect
         your pro forma financial statements presented in accordance with
Article 11 of Regulation
         S-X, and explain your consideration of the need to provide financial
statements pursuant
         to Rule 3-05 of Regulation S-X.
Exhibits

34.      Please tell us where the license and development agreement with
Targeted Diagnostics
         & Therapeutics, Inc. entered into by Liminatus on June 10, 2018 (the
TDT License) will
         be filed as an exhibit.
35.      We note you intend to file the form of preliminary proxy card as
Exhibit 99.1. Please note
         that the form of proxy card should be filed as an appendix rather than
as an exhibit to the
         registration statement. Refer to the Note to paragraph (a)(3) of
Exchange Act Rule 14a-4.
General

36.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, has
         any members who are, or has substantial ties with, a non-U.S. person.
Please also tell us
         whether anyone or any entity associated with or otherwise involved in
the transaction is, is
         controlled by, or has substantial ties with, a non-U.S. person. If so,
please revise your
         filing to include risk factor disclosure that addresses how this fact
could impact your
         ability to complete your initial business combination. For instance,
discuss the risk to
         investors that you may not be able to complete an initial business
combination with a
         target company should the transaction be subject to review by a U.S.
government entity,
         such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately
         prohibited. Further, disclose that the time necessary for government
review of the
         transaction or a decision to prohibit the transaction could prevent
you from completing an
         initial business combination and require you to liquidate. Disclose
the consequences of
 Sumit Mehta
Iris Parent Holding Corp.
May 30, 2023
Page 8
      liquidation to investors, such as the losses of the investment
opportunity in a target
      company, any price appreciation in the combined company, and the
warrants, which
      would expire worthless.
37.   We note that Cantor Fitzgerald & Co. was the underwriter for the initial
public offering of
      Iris Acquisition Corp. We also note press reports that certain
underwriters are ending
      their involvement in SPAC business combination transactions. Please tell
us, with a view
      to disclosure, whether you have received notice from Cantor about ceasing
involvement in
      your transaction and how that may impact your deal or any deferred
compensation owed
      to Cantor. In addition, please identify any other financial advisors who
served you or Iris
      Acquisition Corp. in connection with the proposed transaction, and
provide similar
      disclosure as applicable.
       You may contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cindy Polynice at 202-551-8707 or Tim Buchmiller at 202-551-3635 with
any other
questions.



                                                            Sincerely,
FirstName LastNameSumit Mehta
                                                            Division of
Corporation Finance
Comapany NameIris Parent Holding Corp.
                                                            Office of Life
Sciences
May 30, 2023 Page 8
cc:       Chauncey M. Lane, Esq.
FirstName LastName